Ex-10.2



 






	 	 	 	 	 



Exhibit 10.2




FOURTH AMENDMENT

TO CREDIT AGREEMENT





     This FOURTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) dated as of
July 20, 2004 is among each of the parties named as a Borrower on the signature
pages hereto (collectively, the “Borrowers”; each, individually, a “Borrower”),
the financial institutions party hereto (the “Lenders”), and Bank of America.,
N.A., for itself and as agent for the Lenders (the “Agent”). Capitalized terms
used and not otherwise defined herein shall have the meanings assigned to them
in the Credit Agreement defined below.



RECITALS:




     A. The Agent and the Lenders are parties to that certain Credit Agreement
dated as of May 16, 2002, as amended, supplemented, restated or otherwise
modified from time to time (the “Credit Agreement”), among the Borrowers, the
Agent and the Lenders.



     B. Coltec has been involved in a dispute with certain of its London market
insurers with respect to the payment of claims under asbestos insurance
policies written or reinsured through such London market insurers (the “LM
Policies”), and Coltec desires to enter into one or more settlement agreements
with such London market insurers whereby (a) Coltec shall receive catch-up
payments with respect to existing asbestos insurance claims under the LM
Policies, (b) additional amounts will be paid by such London market insurers
into one or more trusts (collectively, the “Trust”) in settlement of the LM
Policies, and (c) such amounts in the Trust will be available to Coltec for
application against future asbestos related liabilities (collectively, the
“Settlement Transaction”).



     C. The Agent and the Lenders are willing to consent to the Settlement
Transaction, subject to the terms and conditions set forth herein.



     NOW, THEREFORE, in consideration of the mutual agreements contained
herein, and for other good and valuable consideration, the receipt, adequacy
and sufficiency of which are hereby acknowledged, the parties hereto hereby
agree as follows:



     1. Consent to Settlement. Subject to the terms and conditions contained
in Section 4 hereof, and notwithstanding the terms of Section 7.28 of the
Credit Agreement, the Agent and the Lenders hereby consent to the consummation
of the Settlement Transaction in one or more transactions on substantially the
terms disclosed to the Agent prior to the date hereof.



     2. Amendments to Credit Agreement.



     (a) The Credit Agreement is hereby amended by deleting the definitions of
“Fixed Charge Coverage Ratio” and “Fixed Charges” set forth in Annex A to the
Credit Agreement and replacing them with the following:




          “Fixed Charge Coverage Ratio” means, with respect to any fiscal
period of Borrowers, the ratio of (i) EBITDA plus administrative
expenses and defense costs relating to asbestos claims to the extent such costs and
expenses are not reimbursed by insurance (or by reimbursement from
any trust established from the proceeds received



 









 






from insurers with
respect to the settlement of asbestos insurance obligations) and are
expensed through the profit and loss statements of the Borrowers
during such fiscal period to (ii) (A) Fixed Charges minus (B) the
Excluded Foreign Sub Income Amount.




     “Fixed Charges” means, with respect to any fiscal period of
Parent and its consolidated Subsidiaries on a consolidated basis,
without duplication, (a) interest expense, plus (b) Capital
Expenditures (excluding Capital Expenditures funded with Debt other
than Revolving Loans, but including, without duplication, principal
payments with respect to such Debt), plus (c) scheduled principal
payments of Debt, plus (d) Federal, state, local and foreign income
taxes (excluding deferred taxes), plus (e) payments, administrative
expenses and defense costs (net of insurance reimbursements received
and reimbursements received from any trust established from the
proceeds received from insurers with respect to the settlement of
asbestos insurance obligations) relating to asbestos claims and
litigation against any Borrower or its Subsidiaries, plus (f) all
Distributions by the Parent made during such fiscal period.



     (b) The Credit Agreement is hereby amended by deleting Section 9.1(p) and
replacing it with the following:




     (p) at any time the Agent shall not have a perfected first
priority security interest (acknowledged by the applicable insurance
company (or, in the case of any amounts held in a trust established
with the consent of the Agent and the Lenders, by the applicable
trustee) pursuant to an acknowledgment in form and substance
satisfactory to the Agent) in at least 50% of the amounts owing to
Garlock Sealing and Coltec at such time to reimburse Garlock Sealing
and Coltec for payments made by Garlock Sealing and Coltec with
respect to claims against Garlock Sealing and Coltec relating to
Garlock Sealing’s use and distribution of products alleged to contain
asbestos;



     3. Reaffirmation of Obligations. Each Borrower acknowledges and affirms
that all of its obligations and undertakings under the Credit Agreement and the
other Loan Documents, including, without limitation, all of its obligations and
undertakings under Section 13.11 and 13.19 of the Credit Agreement, shall
remain in full force and effect taking into account all of the terms and
conditions of this Amendment and the transactions contemplated hereby.



     4. Conditions Precedent. The effectiveness of the consent contained in
Section 1 above and the amendments contained in Section 2 above is subject to,
and contingent upon, the satisfaction of each of the following conditions
precedent, each in form and substance satisfactory to the Agent and the
Lenders, unless the same shall otherwise be waived in writing by the Agent and
the Lenders in their sole and absolute discretion:



          (a) the Agent and the Lenders shall have received duly executed
counterparts of this Amendment signed by each Borrower, the Agent and each
Lender;



          (b) the representations and warranties of each Borrower contained herein
shall be true and correct;



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          (c) the Agent shall have received a Reaffirmation of Guaranty from the
Parent and each Subsidiary Guarantor in the form attached hereto; and



          (d) the Agent shall have received such certificates, opinions and other
items relating to this Amendment and the transactions contemplated hereby as
the Agent may request.



     5. Reference to and Effect on the Credit Agreement. Except as expressly
provided herein, the Credit Agreement shall remain unmodified and in full force
and effect and each Borrower hereby ratifies and confirms all its obligations
and liabilities thereunder after giving effect to this Amendment.



     6. Representations and Warranties. Each Borrower hereby represents and
warrants to the Agent and each Lender that: (a) this Amendment and the actions
on such Borrower’s part contemplated hereby have been duly approved by all
requisite action on the part of such Borrower; (b) this Amendment and each of
the other documents executed and delivered by such Borrower in connection
herewith have been duly executed and delivered and constitute the legal, valid,
and binding obligations of such Borrower, enforceable against such Borrower in
accordance with their respective terms, except as enforceability may be limited
by bankruptcy, insolvency, reorganization, moratorium or other similar laws
affecting creditors’ rights generally, by general equitable principles or by
principles of good faith and fair dealing; and (c) the execution, delivery and
performance of this Amendment and each of the other documents executed and
delivered by such Borrower in connection herewith do not and will not violate
or conflict with any provision of such Borrower’s Articles or Certificate of
Incorporation or by-laws or other constitutive documents in effect on the date
hereof, or any contracts or agreements to which such Borrower is a party or by
which any of its assets are bound. Each Borrower further hereby represents and
warrants to the Agent and each Lender that the representations and warranties
of such Borrower contained in the Loan Documents are true and correct in all
material respects on and as of the date hereof to the same extent as though
made on and as of the date hereof, other than any such representation or
warranty which relates to a specified prior date. Each Borrower further
represents and warrants to the Agent and each Lender that no Event of Default
exists under any Loan Document.



     7. Miscellaneous.



          (a) This Amendment shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and assigns; provided, however,
no Borrower may assign this Amendment or any of its rights or obligations
hereunder without the prior written consent of the Agent and the Lenders.



          (b) This Amendment (together with the Credit Agreement) constitutes the
entire agreement between the parties with respect to the subject matter hereof,
and supersedes all prior negotiations, representations, warranties,
commitments, offers, letters of interest or intent, proposal letters,
contracts, writings or other agreements or understandings with respect thereto.



          (c) No waiver and no modification or amendment of any provision of this
Amendment shall be effective unless specifically made in writing and duly
signed by the party to be bound thereby.



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          (d) Paragraph and subparagraph titles, captions and headings herein are
inserted only as a matter of convenience and for reference and in no way
define, limit, extend or describe the scope of this Amendment or the intent of
any provision hereof.



          (e) No failure or delay on the part of any party hereto to exercise any
right, power or privilege hereunder or under any instrument executed pursuant
hereto shall operate as a waiver nor shall any single or partial exercise of
any right, power or privilege preclude any other or further exercise thereof or
the exercise of any other right, power or privilege.



          (f) Each Borrower affirms and acknowledges that this Amendment shall be a
Loan Document for all purposes of the Credit Agreement.



          (g) Any reference to the Credit Agreement contained in any notice,
request, certificate or other document executed concurrently with or before or
after the execution and delivery of this Amendment shall be deemed to include
this Amendment unless the context shall otherwise specify.



          (h) This Amendment may be executed in any number of counterparts and by
different parties hereto in separate counterparts, each of which when so
executed and delivered shall be deemed to be an original and all of which taken
together shall constitute one and the same instrument.



          (i) THE VALIDITY, INTERPRETATION AND ENFORCEMENT OF THIS AMENDMENT AND ANY
DISPUTE ARISING OUT OF OR IN CONNECTION WITH THIS AMENDMENT, WHETHER SOUNDING
IN CONTRACT, TORT, EQUITY OR OTHERWISE, SHALL BE GOVERNED BY THE LAWS AND
DECISIONS OF THE STATE OF NORTH CAROLINA.



          (j) The Borrowers agree to pay all of the Agent’s out-of-pocket costs and
expenses incurred in connection with this Amendment (including, without
limitation, the reasonable fees and expenses of outside counsel).



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     IN WITNESS WHEREOF, the parties hereto have caused this Fourth Amendment
to Credit Agreement to be executed by their respective officers thereunto duly
authorized as of the date first above written.




	 	 	 	 	 
	“BORROWERS:

	COLTEC INDUSTRIES INC

 	 
	 	By:  	 /s/ Richard L. Magee
 	 
	 	Name:  	Richard L. Magee	 
	 	Title:  	Vice President	 
	 




	 	 	 	 	 
	 	COLTEC INDUSTRIAL PRODUCTS LLC

 	 
	 	By:  	/s/ Donald G. Pomeroy
 	 
	 	Name:  	Donald G. Pomeroy 	 
	 	Title:  	Vice President and Treasurer 	 
	 



	 	 	 	 	 
	 	GARLOCK SEALING TECHNOLOGIES LLC

 	 
	 	By:  	/s/ Donald G. Pomeroy
 	 
	 	Name:  	Donald G. Pomeroy 	 
	 	Title:  	Vice President and Treasurer 	 
	 



	 	 	 	 	 
	 	GGB, LLC, formerly known as Glacier Garlock

Bearings LLC

 	 
	 	By:  	/s/ Donald G. Pomeroy
 	 
	 	Name:  	Donald G. Pomeroy 	 
	 	Title:  	Vice President and Treasurer 	 
	 



	 	 	 	 	 
	 	HABER TOOL COMPANY INC.

 	 
	 	By:  	/s/ Richard L. Magee
 	 
	 	Name:  	Richard L. Magee 	 
	 	Title:  	Vice President 	 
	 



	 	 	 	 	 
	 	STEMCO LLC

 	 
	 	By:  	/s/ Donald G. Pomeroy
 	 
	 	Name:  	Donald G. Pomeroy 	 
	 	Title:  	Treasurer 	 
	 



	 	 	 	 	 
	 	CORROSION CONTROL CORPORATION

 	 
	 	By:  	/s/ Richard L. Magee
 	 
	 	Name:  	Richard L. Magee 	 
	 	Title:  	Vice President 	 
	 





 









 




	 	 	 	 	 
	“AGENT” and “LENDERS”

	BANK OF AMERICA, N.A.,

as the Agent and a Lender

 	 
	 	By:  	/s/ David M. Anderson
 	 
	 	Name:  	David M. Anderson	 
	 	Title:  	Senior Vice President	 
	 



	 	 	 	 	 
	 	CITICORP USA, INC.,

as a Lender

 	 
	 	By:  	/s/ Miles D. McManus
 	 
	 	Name:  	Miles D. McManus 	 
	 	Title:  	Vice President and Director 	 
	 



	 	 	 	 	 
	 	CONGRESS FINANCIAL CORPORATION

(SOUTHWEST), as a Lender

 	 
	 	By:  	/s/ Joe T. Curdy
 	 
	 	Name:  	Joe T. Curdy 	 
	 	Title:  	Vice President 	 
	 





 







 





REAFFIRMATION OF PARENT GUARANTEE




July 20, 2004



Bank of America, N.A., as Agent

600 Peachtree Street, 10th Floor

Atlanta, GA 30308



Please refer to (1) the Credit Agreement dated as of May 16, 2002 (as amended,
supplemented, restated or otherwise modified from time to time, the “Credit
Agreement”), among each of the “Borrowers” named therein, the “Lenders” named
therein and Bank of America, N.A., as agent for the Lenders (the “Agent”) and
(2) the Parent Guarantee dated May 16, 2002 (as amended, the “Guarantee”) by
EnPro Industries, Inc. (“Guarantor”) in favor of the Agent. Pursuant to the
Fourth Amendment to Credit Agreement (the “Amendment”) dated as of even date
herewith among the Borrowers, the Agent, and the Lenders signatory thereto, the
Credit Agreement has been amended in accordance with the terms and conditions
of the Amendment.



Guarantor hereby (i) acknowledges and reaffirms all of its obligations and
undertakings under the Guarantee, and (ii) acknowledges and agrees that
subsequent to, and taking into account all of the terms and conditions of the
Amendment, the Guarantee is and shall remain in full force and effect in
accordance with the terms thereof



	 	 	 	 	 
	 	ENPRO INDUSTRIES, INC.

 	 
	 	By:  	/s/ Richard L. Magee
 	 
	 	Name:  	Richard L. Magee 	 
	 	Title:  	Senior Vice President 	 
	 





 









 





REAFFIRMATION OF SUBSIDIARY GUARANTEE




July 20, 2004



Bank of America, N.A., as Agent

600 Peachtree Street, 10th Floor

Atlanta, GA 30308



Please refer to (1) the Credit Agreement dated as of May 16, 2002 (as amended,
supplemented, restated or otherwise modified from time to time, the “Credit
Agreement”), among each of the “Borrowers” named therein, the “Lenders” named
therein and Bank of America, N.A., as agent for the Lenders (the “Agent”) and
(2) the Subsidiary Guarantee dated May 16, 2002 (as amended, the “Guarantee”)
by each of the undersigned (each, a “Guarantor”) in favor of the Agent.
Pursuant to the Fourth Amendment to Credit Agreement (the “Amendment”) dated as
of even date herewith among the Borrowers, the Agent, and the Lenders signatory
thereto, the Credit Agreement has been amended in accordance with the terms and
conditions of the Amendment.



Each Guarantor hereby (i) acknowledges and reaffirms all of its obligations and
undertakings under the Guarantee, and (ii) acknowledges and agrees that
subsequent to, and taking into account all of the terms and conditions of the
Amendment, the Guarantee is and shall remain in full force and effect in
accordance with the terms thereof.



	 	 	 	 	 
	 	QFM SALES AND SERVICES, INC.,

 	 
	 	By:  	/s/ Richard L. Magee
 	 
	 	Name:  	Richard L. Magee 	 
	 	Title:  	Vice President 	 
	 



	 	 	 	 	 
	 	COLTEC INTERNATIONAL SERVICES CO.

 	 
	 	By:  	/s/ Richard L. Magee
 	 
	 	Name:  	Richard L. Magee 	 
	 	Title:  	Vice President 	 
	 




Signatures continue on following page.





 









 








	 	 	 	 	 
	 	GARRISON LITIGATION MANAGEMENT

GROUP, LTD.

 	 
	 	By:  	/s/ Donald G. Pomeroy
 	 
	 	Name:  	Donald G. Pomeroy 	 
	 	Title:  	Vice President and Treasurer 	 
	 



	 	 	 	 	 
	 	GGB, INC., formerly known as Glacier Garlock

Bearings Inc.

 	 
	 	By:  	/s/ Richard L. Magee
 	 
	 	Name:  	Richard L. Magee 	 
	 	Title:  	Vice President 	 
	 



	 	 	 	 	 
	 	GARLOCK INTERNATIONAL INC.

 	 
	 	By:  	/s/ Donald G. Pomeroy
 	 
	 	Name:  	Donald G. Pomeroy 	 
	 	Title:  	Vice President and Treasurer 	 
	 



	 	 	 	 	 
	 	GARLOCK OVERSEAS CORPORATION

 	 
	 	By:  	/s/ Donald G. Pomeroy
 	 
	 	Name:  	Donald G. Pomeroy 	 
	 	Title:  	Vice President and Treasurer